AUSTIN FUNDING COM CORP
8-K, 2000-10-25
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report: October 25, 2000
                    ----------------------------------------
                        (Date of earliest event reported)


                         Austin Funding.com Corporation
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)


                                     Nevada
                                    --------
                 (State or other jurisdiction of incorporation)


              000-26815                           74-2923677
             ----------                           -----------
            (Commission                        (I.R.S. Employer
            File Number)                     Identification Number)


                       12885 Research Boulevard, Suite 202
                               Austin, Texas 78750
         ---------------------------------------------------------------
                    (Address of principal executive offices)


                                  (512)481-8000
                                  -------------
                         (Registrant's telephone number)


                                 Not Applicable
                               ------------------
                         (Former name or former address,
                          if changed since last report)




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                                       1
<PAGE>

ITEM 1. CHANGES IN CONTROL OF REGISTRANT:

         Not Applicable

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS:

         Not Applicable

ITEM 3. BANKRUPTCY OR RECEIVERSHIP:

         Not Applicable

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT:

         The prior CPA firm was Sprouse & Winn,  L.L.P. of Austin,  Texas.  This
firm  indicated to Austin  Funding.com  Corporation  in March,  2000 that it was
unwilling to perform the Company's annual audit primarily  because of an ongoing
investigation  by the State of Texas of Austin  Funding.com  Corporation's  then
president,  Bradley J.  Farley for  unlawful  sale of  securities.  Accordingly,
Austin  Funding.com  Corporation sought the assistance of other accounting firms
and after being  declined by other firms finally  received an engagement  letter
from  Turner,  Stone & Company,  L.L.P.,  12700 Park  Central  Dr.,  Suite 1610,
Dallas,  Texas,  75251 on May 16, 2000. After repeated  promises to shareholders
and other  interested  parties,  the then  President,  Shannon Stewart and other
Officers and Directors of Austin  Funding.com  Corporation  failed to pay for or
provide the  necessary  documentation  for the  completion  of the annual  audit
through the time of their ultimate  resignation.  As of the date of this filing,
the new  president and director  Anton  Wenzel,  Jr., is compiling all available
records in an attempt  to  complete  the  Company's  annual  audit and bring all
reporting requirements current.

ITEM 5.  OTHER EVENTS

         On  January  12,  2000,  after  expressing  concern  over the  possible
personal  legal  problems  of  Bradley  J.  Farley,  one of  Austin  Funding.com
Corporation's  directors,  to the Board of Directors,  then  President  Glenn A.
LaPointe  was  terminated  and  replaced by Bradley J.  Farley as the  Company's
President.

         On  February  15,  2000 the  Attorney  General  for the  State of Texas
brought an action  against  Austin  Funding.com  Corporation's  then  President,
Bradley J.  Farley and ABBA  Funding  alleging  certain  securities  violations.
Concurrent  with that  action,  the Bexar  County  District  Attorney  started a
similar  action.  Austin  Funding.com  Corporation  was  named  in the  Attorney
General's  action  only as a relief  defendant.  At this  time the  Company  was
restrained from conducting any business with Mr. Farley;  however,  the Board of
Directors  chose to  continue  Mr.  Farley's  position as  President.  The Texas
Attorney  General's  office has obtained a default  judgment  against Mr. Farley
essentially  taking  control  of Mr.  Farley's  assets  and has  had a  receiver
appointed to exercise  control over most or all of Mr. Farley's assets including
his  stock  in  Austin  Funding.com  Corporation.  There  have  been  to date no
allegations of any wrongdoing on the part of Austin Funding.com Corporation with
regard to this action.

                                       2
<PAGE>

         On March 29, 2000, Mr. Farley was terminated as an officer and director
of Austin  Funding.com  Corporation  was  replaced  by Mr.  Shannon  Stewart  as
President and Chief Executive Officer.

         Disputes with Austin Funding.com Corporation's legal counsel.

         Upon the firing of Austin Funding.com Corporation's original President,
Glenn A.  LaPointe  on January  13,  2000,  stop  payment  orders were placed on
several checks by then Executive Vice President,  Shannon Stewart,  including an
$80,000.00 payment to the Company's legal counsel for services  performed.  Then
President, Bradley J. Farley, refused to pay any part of the outstanding balance
due of approximately $167,776.44.  Farley subsequently withdrew the subordinated
debenture offering for which the legal fees were due in an unsuccessful  attempt
to avoid paying the incurred fees. Subsequent Company President, Shannon Stewart
engaged in a pattern  and  practice  of either  ignoring  or  refusing  repeated
requests for payment.

         Disputes with Image Group, Inc., Company.

         Upon the firing of Austin Funding.com Corporation's original President,
Glenn A.  LaPointe  on January  13,  2000,  stop  payment  orders were placed on
several checks by then Executive Vice President,  Shannon  Stewart,  including a
payment to the  financial  printing  firm of Image  Group,  Inc.,  for  services
performed.  Then  President,  Bradley J. Farley,  refused to pay any part of the
outstanding  balance due to Image Group, Inc. Farley  subsequently  withdrew the
subordinated  debenture  offering for which the printing  and  electronic  EDGAR
filing fees were due in an  unsuccessful  attempt to avoid  paying the  incurred
costs.  Subsequent Company  President,  Shannon Stewart engaged in a pattern and
practice of either  ignoring or refusing  repeated  requests for payment.  Image
Group, Inc., subsequently filed a lawsuit claiming $19,409.37,  plus costs, plus
interest, and obtained a default judgement.

         Disputes with Navigator Capital.

         On March 16, 2000,  Austin  Funding.com  Corporation  was served with a
copy of a  lawsuit  alleging  that  the  Company  owed  Navigator  Capital,  LLC
$33,820.41 for an invoice  presented on February 9, 2000 while Bradley J. Farley
was  President.  The  Company  and its then  officers  tendered  no defense  and
Navigator  subsequently  was  awarded a default  judgement  of  $33,820.41  plus
interest, attorney's fees and court costs.

         Disputes with Jeffrey H. Dell.

         On June 2, 2000, Austin Funding.com  Corporation was served with a copy
of a lawsuit  alleging that the Company had terminated  its Compliance  Officer,
Jeffrey H. Dell,  for refusal to commit  illegal acts on behalf of the Company's
then President, Bradley J. Farley. The Company and its then officers tendered no
defense and Dell  subsequently  was awarded a default  judgement of  $361,100.00
plus interest, attorney's fees and court costs.


                                       3
<PAGE>

         Disputes with Glenn A. LaPointe

         On October 20, 2000, Austin  Funding.com  Corporation was served with a
copy of a lawsuit  alleging a breach of  employment  contract  when the Board of
Directors  terminated the Company's initial  President and co-founder,  Glenn A.
LaPointe   without  cause.   The  claim  under  the   employment   agreement  is
approximately $560,000.00, if successful.

         Disputes with prior employees.

         Several of Austin Funding.com  Corporation's prior employees have filed
claims  with the  Texas  Employment  Commission  alleging  nonpayment  of earned
salaries and commissions by past President, Shannon Stewart.

         Disputes with Pioneer Commercial Funding Corporation (PCFC).

         On December 1, 1999,  Austin  Funding.com  Corporation's  wholly  owned
subsidiary, Austin Funding Corporation filed a state court action in Los Angeles
County  Superior  Court,  alleging  damages  of over  $700,000.00  for breach of
contract, fraud and specific performance. PCFC subsequently filed for bankruptcy
protection.  On March 7, 2000 PCFC  filed a federal  court  action  against  the
subsidiary and the guarantors for breach of contract. The state court action was
voluntarily dismissed by Austin Funding.com  Corporation,  without prejudice, on
March 21, 2000 to allow the federal case to proceed.  On April 26, 2000,  Austin
Funding.com   Corporation's  then  President  Shannon  Stewart  entered  into  a
settlement agreement with PCFC in the amount of $130,000.00.  This amount was to
be paid  $50,000.00  on May 1, 2000,  and  $5,000.00  on the first of each month
thereafter  for 16 months,  bearing no interest if current.  Austin  Funding.com
Corporation  paid the first $50,000.00  payment,  due on May 1, 2000, on May 22,
2000.  The  Company  made a $5,000.00  payment on June 2, 2000 and a  subsequent
$5,000.00  payment  on August  15,  2000  before  completely  defaulting  on the
settlement  agreement.  PCFC served notice of default and payment  demand to the
personal guarantors on October 3, 2000.

         Loss of  Department  of Housing  and Urban  Development  (HUD)  lending
approval.

     Under the direction of President  Shannon Stewart,  on July 14, 2000 Austin
Funding.com  Corporation's  wholly owned subsidiary,  Austin Funding Corp., lost
its  designation  as a HUD approved  lender  primarily for failure to provide an
annual audit.  The Company  further failed to provide  required  notification of
this occurrence in a timely manner to its warehouse  lender(s) and correspondent
investor(s) as required by various agreements.

         Loss of Various State Licenses

         Under the direction of President  Shannon Stewart,  Austin  Funding.com
Corporation lost its licensing in Illinois,  New Mexico,  and Kansas for failure
to perform various reporting requirements including providing an annual audit.


                                       4
<PAGE>

         Seizure of Company Assets by Judgment Holder

         On  August  18,  2000  a writ  of  garnishment  was  served  on  Austin
Funding.com  Corporation's  bank,  freezing all bank accounts for the benefit of
the judgment holder.  Subsequent,  an agreement was reached between the judgment
holder and Austin  Funding.com  Corporation  and  Director  and  Executive  Vice
President,  Joe Shaffer and Director and  President  Shannon  Stewart,  based on
financial  representations  by the  aforementioned  individually  and jointly to
release  the bulk of the  frozen  assets.  After  further  investigation  of the
aforementioned financial representations there appears to be gross overstatement
of the net worth and  assets of Austin  Funding.com  Corporation.  The  judgment
holder is exploring further action against all parties.

         On October 13, 2000 the remaining Board of Directors which consisted of
Executive Vice President Joe Shaffer and President Shannon Stewart elected Anton
Wenzel, Jr., as President and Sole Director to be effective as of 5:00 P.M. that
day.  Later the same day,  both  Shaffer  and Stewart  resigned as officers  and
directors of the Company and its subsidiaries.

         On October 17,  2000,  newly  elected  President,  Anton  Wenzel,  Jr.,
enlisted the assistance of the Austin Police  Department to change the locks and
evict ex-president and director, Shannon Stewart and ex-Executive Vice President
and director, Joe Shaffer. Both Stewart and Shaffer have been notified, pursuant
to Texas law, demanding the return of company property including but not limited
to computers, mobile telephones and automobiles.

         On the  evening of October  22,  2000 the  executive  offices of Austin
Funding.com  Corporation  were  broken into when  individual(s)  smashed out the
front door with a block of concrete. A police investigation is pending.

         Upon entering the executive offices of Austin Funding.com  Corporation,
Mr. Wenzel  discovered  that the Company's phone system had been removed and the
phone system infrastructure had been connected to lines for a new business being
started by Joe Shaffer,  Shannon Stewart and an affiliate of Austin  Funding.com
Corporation,  Luther Harold  Hardy,  Jr. A number of assets appear to be missing
and a thorough review of all available documents is being conducted. The Company
is currently in negotiations  with a forensic  computer  specialist to recover a
number of missing and deleted files.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS:

         The following directors have resigned:

           A.       Brad Farley
           B.       Glenn G. Farley
           C.       Karen R. Heller
           D.       Jennifer Ann V. Bullock
           E.       Terry G. Hartnett
           F.       Joe Shaffer
           G.       Shannon Stewart


                                       5
<PAGE>

         The following new directors have been appointed:

           A.       Anton Wenzel, Jr.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


(C)      Exhibits.


The following  exhibits are filed as part of this report:


        EX 99.1 Board  Resolution dated October 13, 2000.
        EX 99.2 Resignation



                                   SIGNATURE


Pursuant  to the  requirement  of the  Securities  Exchange  Act  of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                          AUSTIN FUNDING.COM CORPORATION


                                           By: /s/ Anton Wenzel, Jr.
                                           -------------------------------------
                                           Anton Wenzel, Jr.
                                           President and Chief Executive Officer

Dated: Occtober 25, 2000


                                       6
<PAGE>

                               INDEX TO EXHIBITS



EXHIBIT NO.           DESCRIPTION
-----------           -----------

99.1                 Resolution of the Board of Directors re: Appointment
                       of Director.

99.2                 Resignation of Directors.




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